Registration No. _____________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------
Pulaski Furniture Corporation
(Exact name of registrant as specified in its charter)
VIRGINIA Issuer: 54-0594965
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
P. O. Box 1371
Pulaski, Virginia 24301
(Address of principal executive offices)
-------------------
1996 Salaried Employees'
Stock Purchase Plan
(Full title of the plan)
------------------
JOHN G. WAMPLER
President and Chief Executive Officer
Pulaski Furniture Corporation
One Pulaski Square
Pulaski, Virginia 24301
(540) 980-7330
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
With a copy to:
C. Porter Vaughan, III, Esquire
Hunton & Williams
Riverfront Plaza, East Tower
951 East Byrd Street
Richmond, Virginia 23219
(804) 788-8285
-------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================ ===================== ==================== ===================== ==================
<S> <C> <C> <C> <C>
Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate Amount of
to be registered registered per share offering price registration fee
- -------------------------------- --------------------- -------------------- --------------------- ------------------
Common Stock, $1.00 par value per 100,000 shares $20.75* $2,075,000* $576.85*
share (including Associated
Rights)
====================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of computing the registration fee.
This amount was calculated pursuant to Rule 457(c) of the Securities Act of
1933, as amended (the "Securities Act") on the basis of $20.75 per share, which
was the average of the high and low prices of the Registrant's Common Stock on
November 23, 1998, as reported on the Nasdaq National Market.
================================================================================
In addition, pursuant to Rule 416(c) under the Securities Act, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
<PAGE>
PULASKI FURNITURE CORPORATION
I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1. Plan Information.
Not required to be included herewith.
Item 2. Registrant Information and Employee Plan Annual Information.
Not required to be included herewith.
II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Pulaski Furniture Corporation
(the "Company") with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities and Exchange Act of 1934, as amended (the "Exchange
Act"), are hereby incorporated by reference into this Registration Statement:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended November
2, 1997.
(b) The Company's Quarterly Reports on Form 10-Q for the quarters ended January
25, 1998, April 19, 1998 and July 12, 1998.
(c) The Company's Current Report on Form 8-K dated November 4, 1998.
Additionally incorporated by reference into this Registration
Statement is the Company's Registration Statement on Form S-1, as amended
(Registration No. 2-40746).
In addition to the foregoing, all documents subsequently filed
by (i) the Company or (ii) the Plan pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act, prior to the filing of a post-effective amendment
which indicates that all securities registered hereunder have been issued or
1
<PAGE>
which deregisters all securities offered then remaining unsold, shall be deemed
incorporated by reference in this Registration Statement and to be a part hereof
from the date of the filing of such documents. Any statement, including
financial statements, contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
To the fullest extent permitted by Virginia law, as now or
hereafter in effect, the Bylaws of the Company eliminate the liability of
directors and officers to the Company or its shareholders for monetary damages.
Virginia corporate law permits, and the Bylaws of the Company
require, indemnification of the Company's directors and officers against all
liabilities imposed or asserted against them by reason of having been a director
or officer of the Company, except in the case of willful misconduct or a knowing
violation of the criminal law. The Bylaws of the Company also permit the Company
to indemnify employees and agents of the Company to the same extent as is
mandated for directors and officers. The Bylaws of the Company require
indemnification of directors and officers, and permit indemnification of
employees and agents, to the fullest extent permitted under Virginia law, as now
or hereafter in effect.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following exhibits are filed as part of this Registration
Statement:
2
<PAGE>
Exhibit No.
- -----------
4.1 Restated Articles of Incorporation of Pulaski Furniture
Corporation. (1)
4.2 Bylaws of Pulaski Furniture Corporation. (1)
4.3 Pulaski Furniture Corporation's Series A Company Note in the
principal amount of $3,000,000, given to the Industrial
Development Authority of Pulaski County.(2)
4.4 Pulaski Furniture Corporation's Series B Company Note in the
principal amount of $5,000,000, given to the Industrial
Development Authority of Pulaski County. (2)
4.5 Industrial Development Authority of Pulaski County's
Industrial Development Revenue Note in the principal amount of
$3,000,000, given to Sovran Bank, N.A. as Note Agent
(Series A). (2)
4.6 Industrial Development Authority of Pulaski County's
Industrial Development Revenue Note in the principal amount of
$5,000,000, given to Sovran Bank, N.A., as Note Agent
(Series B). (2)
4.7 Industrial Development Authority of Pulaski County's
Industrial Development Revenue Note in principal amount of
$2,000,000, given to Sovran Bank as Note Agent (Series A). (2)
4.8 Pulaski Furniture Corporation's Series A Company Note in
principal amount of $2,000,000, given to the Industrial
Development Authority of Pulaski County. (2)
4.9 Note Purchase Agreement and Agreement of Sale between
Industrial Development Authority of Pulaski County, Sovran
Bank, N.A., Planters Bank and Trust Co.; and Pulaski Furniture
Company, dated April 1, 1984. (2)
4.10 Reimbursement, Purchase and Loan Agreement between Pulaski
Furniture Corporation and Sovran Bank, N.A., dated April 1,
1984. (2)
4.11 UDAG Grant Agreement No. B-82-AB-51-0189, as executed and
delivered by the Town of Pulaski and the United States
Department of Housing and Urban Development. (2)
3
<PAGE>
4.12 Term Loan Agreement between Pulaski Furniture Corporation and
Wachovia Bank and Trust Company, N.A., dated October 21,
1985. (3)
4.13 Term Loan Note in principal amount of $4,000,000 between
Pulaski Furniture Corporation and Wachovia Bank and Trust
Company, N.A., dated October 21, 1985. (3)
4.14 Term Loan Agreement between Pulaski Furniture Corporation and
Sovran Bank, N.A., dated October 23, 1985. (3)
4.15 Term Loan Note in principal amount of $4,000,000 between
Pulaski Furniture Corporation and Sovran Bank, N.A.,
dated October 23, 1985. (3)
4.16 Note Issuance Agreement and Revolving Credit Agreement between
Pulaski Furniture Corporation and Sovran Bank, N.A. in
principal amount of $10,000,000, dated December 1, 1988. (4)
4.17 Form of Variable Rate Taxable Promissory Note in principal
amount of $10,000,000 between Pulaski Furniture Corporation
and Sovran Bank, N.A., dated December 9, 1988. (4)
4.18 Form of Revolving Credit Facility Note in principal amount of
$10,000,000 between Pulaski Furniture Corporation and Sovran
Bank, N.A., dated December 9, 1988. (4)
4.19 Form of Credit Agreement in principal amount of $10,000,000
between Pulaski Furniture Corporation and Wachovia Bank of
North Carolina, N.A., dated as of December 10, 1993. (5)
4.20 Form of Promissory Note in principal amount of $10,000,000
made by the Company to Wachovia Bank of North Carolina, N.A.,
dated December 10, 1993. (5)
4.21 Amendment to Term Loan Agreement between the Company and
Wachovia Bank of North Carolina, N.A., dated
July 25, 1994. (6)
4.22 Amendment to Promissory Note made by the Company to Wachovia
Bank of North Carolina, N.A., dated July 25, 1994. (6)
4
<PAGE>
4.23 Amended and Restated Rights Agreement between Pulaski
Furniture Corporation and First Union National Bank, dated as
of December 15, 1997. (7)
4.24 1996 Salaried Employees' Stock Purchase Plan.
5.1 Opinion of Hunton & Williams.
23.1 Consent of Hunton & Williams (included in Exhibit 5).
23.2 Consent of Ernst & Young LLP.
24 Powers of Attorney (included on Signature Page).
Footnotes:
(1) Incorporated herein by reference to the Company's Annual
Report on Form 10-K for the fiscal year ended
October 29, 1989.
(2) Incorporated herein by reference to the Company's Annual
Report on Form 10-K for the fiscal year ended
October 28, 1994.
(3) Incorporated herein by reference to the Company's Annual
Report on Form 10-K for the fiscal year ended
October 27, 1985.
(4) Incorporated herein by reference to the Company's Annual
Report on Form 10-K for the fiscal year ended
October 30, 1988.
(5) Incorporated herein by reference to the Company's Annual
Report on Form 10-K for the fiscal year ended
October 31, 1993.
(6) Incorporated herein by reference to the Company's Annual
Report on Form 10-K for the fiscal year ended
October 29, 1995.
(7) Incorporated herein by reference to the Company's Quarterly
Report on Form 10-Q for the quarterly period ended
January 25, 1998.
Item 9. Undertakings.
A. Subsequent Disclosure.
The Company hereby undertakes:
5
<PAGE>
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by
section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of
this Registration Statement (or the most
recent post-effective amendment thereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in this Registration
Statement;
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in this Registration
Statement or any material change to such
information in this Registration Statement;
provided, however, that the undertakings set forth in
paragraphs (i) and (ii) above do not apply if the information required
to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission
by the Company, pursuant to Section 13 or Section 15(d) of the Exchange
Act that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
B. Incorporation by Reference.
The Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
(and, where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in this Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
6
<PAGE>
C. Commission Position on Indemnification.
The Company hereby undertakes that, insofar as indemnification
for liabilities arising under the Securities Act may be permitted to directors,
officers and controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, the Company has been advised that in the opinion of
the Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the Company
of expenses incurred or paid by a director, officer or controlling person of the
Company in the successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with the
securities being registered, the Company will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
7
<PAGE>
SIGNATURES
The Registrant
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the County of Pulaski, Commonwealth of Virginia, on the 23 day
of November, 1998.
PULASKI FURNITURE CORPORATION
BY /s/ John G. Wampler
-------------------------------------
John G. Wampler
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated.
POWER OF ATTORNEY
Each of the undersigned, in his capacity as officer or director, or
both, as the case may be, of Pulaski Furniture Corporation does hereby appoint
John G. Wampler and Ira S. Crawford, and each of them severally, his true and
lawful attorneys or attorney to execute in his name, place and stead, in his
capacity as director or officer, or both as the case may be, this Registration
Statement and any and all amendments and post-effective amendments thereto, and
all instruments necessary or incidental in connection therewith and to file the
same with the Securities and Exchange Commission. Each of said attorneys shall
have power to act hereunder with or without the other attorney and shall have
full power and authority to do and perform in the name and on behalf of each of
said directors or officers, or both as the case may be, every act whatsoever
requisite or necessary to be done in the premises, as fully and to all intents
and purposes as which each of said officers or directors, or both as the case
may be, might or could do in person, hereby ratifying and confirming all that
said attorneys or attorney may lawfully do or cause to be done by virtue hereof.
8
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ John G. Wampler Director, President and Chief Nov 23, 1998
- ---------------------------- Executive Officer
John G. Wampler
/s/ Jason A. Gibbs Treasurer and Chief Financial Nov 19, 1998
- ---------------------------- Officer
Jason A. Gibbs
/s/ Bernard C. Wampler Director and Chairman of the Nov 23, 1998
- ---------------------------- Board
Bernard C. Wampler
- ---------------------------- Director ______, 1998
Robert C. Greening, Jr.
/s/ Harry J. G. van Beek Director Nov 20, 1998
- ----------------------------
Harry J. G. van Beek
/s/ O. Kenton McCartney, III Director Nov 23, 1998
- ----------------------------
O. Kenton McCartney, III
/s/ H. H. Warner Director Nov 20, 1998
- ----------------------------
Harry H. Warner
/s/ Hugh V. White, Jr. Director Nov 20, 1998
- ----------------------------
Hugh V. White, Jr.
</TABLE>
9
<PAGE>
SIGNATURES
The Plan
Pursuant to the requirements of the Securities Act, the Committee
appointed under the 1996 Salaried Employees' Stock Purchase Plan has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the County of Pulaski, Commonwealth of Virginia,
on the 23 day of November, 1998.
1996 SALARIED EMPLOYEES' STOCK
PURCHASE PLAN
By: /s/ Jason A. Gibbs
------------------------------
Name: Jason A. Gibbs
----------------------------
Title: CEO, VP & Treasurer
---------------------------
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
- ---------- -----------
4.1 Restated Articles of Incorporation of Pulaski Furniture
Corporation.
4.2 Bylaws of Pulaski Furniture Corporation.
4.3 Pulaski Furniture Corporation's Series A Company Note in the
principal amount of $3,000,000, given to the Industrial
Development Authority of Pulaski County.
4.4 Pulaski Furniture Corporation's Series B Company Note in the
principal amount of $5,000,000, given to the Industrial
Development Authority of Pulaski County.
4.5 Industrial Development Authority of Pulaski County's
Industrial Development Revenue Note in the principal
amount of $3,000,000, given to Sovran Bank, N.A. as
Note Agent (Series A).
4.6 Industrial Development Authority of Pulaski County's
Industrial Development Revenue Note in the principal
amount of $5,000,000, given to Sovran Bank, N.A., as
Note Agent (Series B).
4.7 Industrial Development Authority of Pulaski County's
Industrial Development Revenue Note in principal
amount of $2,000,000, given to Sovran Bank as Note
Agent (Series A).
4.8 Pulaski Furniture Corporation's Series A Company Note in
principal amount of $2,000,000, given to the Industrial
Development Authority of Pulaski County.
4.9 Note Purchase Agreement and Agreement of Sale between
Industrial Development Authority of Pulaski County,
Sovran Bank, N.A., Planters Bank and Trust Co.; and
Pulaski Furniture Company, dated April 1, 1984.
4.10 Reimbursement, Purchase and Loan Agreement between
Pulaski Furniture Corporation and Sovran Bank, N.A.,
dated April 1, 1984.
4.11 UDAG Grant Agreement No. B-82-AB-51-0189, as executed
and delivered by the Town of Pulaski and the United
States Department of Housing and Urban Development.
<PAGE>
4.12 Term Loan Agreement between Pulaski Furniture
Corporation and Wachovia Bank and Trust Company,
N.A., dated October 21, 1985.
4.13 Term Loan Note in principal amount of $4,000,000
between Pulaski Furniture Corporation and Wachovia
Bank and Trust Company, N.A., dated October 21, 1985.
4.14 Term Loan Agreement between Pulaski Furniture Corporation
and Sovran Bank, N.A., dated October 23, 1985.
4.15 Term Loan Note in principal amount of $4,000,000 between
Pulaski Furniture Corporation and Sovran Bank, N.A., dated
October 23, 1985.
4.16 Note Issuance Agreement and Revolving Credit Agreement between
Pulaski Furniture Corporation and Sovran Bank, N.A. in
principal amount of $10,000,000, dated December 1, 1988.
4.17 Form of Variable Rate Taxable Promissory Note in principal
amount of $10,000,000 between Pulaski Furniture Corporation and
Sovran Bank, N.A., dated December 9, 1988.
4.18 Form of Revolving Credit Facility Note in principal
amount of $10,000,000 between Pulaski Furniture
Corporation and Sovran Bank, N.A., dated December 9,
1988.
4.19 Form of Credit Agreement in principal amount of
$10,000,000 between Pulaski Furniture Corporation and
Wachovia Bank of North Carolina, N.A., dated as of
December 10, 1993.
4.20 Form of Promissory Note in principal amount of $10,000,000 made
by the Company to Wachovia Bank of North Carolina, N.A.,
dated December 10, 1993.
4.21 Amendment to Term Loan Agreement between the Company and
Wachovia Bank of North Carolina, N.A., dated July 25, 1994.
4.22 Amendment to Promissory Note made by the Company to Wachovia
Bank of North Carolina, N.A., dated July 25, 1994.
4.23 Amended and Restated Rights Agreement between Pulaski
Furniture Corporation and First Union National Bank,
dated as of December 15, 1997.
4.24 1996 Salaried Employees' Stock Purchase Plan.*
<PAGE>
5.1 Opinion of Hunton & Williams.*
23.1 Consent of Hunton & Williams (included in Exhibit 5).
23.2 Consent of Ernst & Young LLP.*
24 Powers of Attorney (included on Signature Page).
----------------------
* Filed with this Registration Statement on Form S-8; all
other exhibits are herein incorporated by reference unless
otherwise specifically designated.
Exhibit 4.24
PULASKI FURNITURE CORPORATION
1996 Salaried Employees' Stock Purchase Plan
Section 1. Purpose.
This 1996 Salaried Employees' Stock Purchase Plan (the Plan) is
intended to encourage ownership of Stock of Pulaski Furniture Corporation (the
Company) by certain salaried employees of the Company and to provide additional
incentive to employees to remain with and promote the success of the business of
the Company.
Section 2. Operative Date.
The Plan shall become operative on such date as the Board of Directors
shall determine following approval by the Company's stockholders.
Section 3. Definitions.
(1) Basic Compensation means, for each Payroll Period, a Participant's
total base earnings (including commissions) before withholding, excluding
overtime payments, extra compensation, bonus payments, or other similar payments
from the Company and any contribution by the Company to this or any other
employee benefit program.
(2) Board of Directors means the Board of Directors of the Company.
(3) Committee means a committee of two or more persons appointed by the
Board of Directors to administer the Plan with the powers and duties hereinafter
stated.
(4) Continuous Employment means employment by the Company that is not
interrupted, provided that employment shall not be considered interrupted by
reason of absence due to regular vacation, service in the armed forces or under
any compulsory manpower act, jury duty, sickness, injury for which compensation
is being paid by the Company or its insurer under any workmen's compensation
law, or any leave of absence granted by the Company, provided that such absence
does not continue beyond reasonable periods to be established by the Committee.
(5) Participant means any employee of the Company who is participating
in the Plan.
(6) Payroll Period, for any employee, means the period for which he is
customarily compensated by the Company.
(7) Plan Year means the twelve-month period commencing on the first day
of the Company's fiscal year and ending on the last day of the Company's fiscal
year. In the event the Plan becomes operative on a date other than the first day
of the Company's fiscal year, the first Plan Year shall be the period commencing
with the date the Plan becomes operative and ending on the last day of the
company's fiscal year.
(8) Stock means Common Stock of the Company.
Section 4. Stock Subject to the Plan.
The maximum number of shares of Stock that may be issued pursuant to
the Plan on and after January 1, 1996, shall be 100,000 shares, which number
shall be subject to appropriate adjustment by the Board of Directors in the
event of stock dividends, split-ups, recapitalizations or combinations.
Section 5. Eligible Employees.
Each salaried employee of the Company (or any corporation of which the
Company shall at the time own shares of any class having ordinary voting power
for the election of at least one-half of the Board of Directors of such
corporation) who has reached his eighteenth birthday, who is a resident of
Virginia (or any such other state as the Board of Directors shall determine in
its sole discretion), and who has been continuously employed by the Company for
a period or at least five months and who is either not covered by a collective
bargaining agreement or who is covered by a collective bargaining agreement
incorporating the Plan is eligible for participation in the Plan, except an
employee whose customary employment is for less than 20 hours per week or five
months per year.
Section 6. Manner of Participation.
Participation in the Plan is entirely voluntary. To become a
Participant, an employee shall, not later than 25 days before the beginning of a
Plan Year, file a form with his payroll office, known as a "1996 Salaried
Employees' Stock Purchase Plan Payroll Deduction Authorization," authorizing
payroll deductions from the employee's pay, commencing with the first Payroll
Period of the Plan Year. After an employee has become a Participant in the Plan,
his participation therein will continue from year to year thereafter, so long as
the Plan continues in effect, until he withdraws from the Plan in accordance
with Section 12 hereof.
Section 7. Payroll Deductions and Employee Accounts.
A payroll deduction shall be made from the Basic Compensation of each
Participant for each Payroll Period in the Plan Year in such percentages as the
Participant shall specify in his payroll deduction authorization form, provided
that such percentage shall be the same for each Payroll Period, shall be in
multiples of 1% and shall not exceed 8% of the Participant's Basic Compensation
for the Payroll Period. The percentage specified in the payroll deduction
authorization form may not be changed during the Plan Year. An employee may
contribute to the Plan only by payroll deduction. The Company shall maintain
accounts showing the amount withheld from each Participant's Basic Compensation
pursuant to the payroll deduction authorization for the Plan.
Section 8. Company Contributions.
The Company will, at the end of the Plan Year, contribute an amount
equal to 60% of the amount withheld from the Participant's Basic Compensation
during the Plan Year for the Plan.
Section 9. Deductions from Contributions; Purchase of Stock.
Before the Company's contributions are credited to each Participant's
account, there shall be deducted from such contributions an amount equal to the
amount required to be withheld under state and federal income tax laws and FICA
and comparable charges. The funds in the Participant's account will be applied
at the end of the Plan Year to subscribe for shares of Stock at a price equal to
the average of the daily average bid and asked prices for the Stock, as quoted
by the National Association of Securities Dealers at the close of business on
each of the 20 consecutive trading days immediately preceding the last day of
the Plan Year. No fractional shares will be issued, and any amount not utilized
to subscribe for Stock will be credited to the Participant's account for the
succeeding Plan Year, of if the Participant does not participate in the Plan for
the succeeding Plan Year, such amount will be paid to the Participant.
Section 10. Distribution of Stock.
Certificates representing the number of shares of Stock subscribed for
pursuant to the preceding paragraph shall be delivered to the Participants as
soon as practicable after the end of the Plan Year. The rights and privileges of
a stockholder of the Company shall exist with respect to shares purchased
pursuant to the Plan from and after the date of issue of a Stock certificate.
Section 11. Transferability.
The rights of a Participant under the Plan may not be transferred or
assigned at any time.
Section 12. Termination of Participation in the Plan and Refund of Credit
Balance in Account.
A Participant may at any time before the end of the Plan Year and for
any reason terminate his participation in the Plan by written notification of
his withdrawal therefrom delivered to his payroll office. An employee's
participation in the Plan shall also forthwith terminate upon his ceasing to be
employed by the Company for any reason other than retirement, or upon his
ceasing to be eligible for participation therein. Upon termination of
participation in the Plan, the amount credited to the Participant's account
pursuant to Section 7 above shall be paid to him or his estate. An employee
whose participation in the Plan has terminated may not recommence participation
in the Plan until the succeeding Plan Year. In the event of termination of
participation in the Plan, the employee will forfeit any contribution the
Company would have made at the end of the Plan Year.
A Participant whose employment terminates by reason of retirement may
continue as a Participant, without making further contributions, until the end
of the Plan Year next following the Participant's date of retirement.
Section 13. Suspension of Withholding.
A Participant may suspend his contributions at any time by written
notification delivered to his payroll office. In such event, the amount
previously contributed by the Participant will continue to be held by the
Company until the end of the Plan Year and the Company will make its
contribution based on the amount contributed by the Participant before
suspension. Any Participant who suspends his contributions to the Plan may not
resume contributions during the Plan Year in which the contributions have been
suspended.
Section 14. Expenses; Applications of Funds.
All expenses of administering the Plan shall be borne by the Company
without charge against any Participant's Plan account. All funds received or
held by the Company under this Plan may be used for any corporate purpose.
Section 15. The Committee.
The Committee shall consist of not less than three nor more than five
persons chosen by the Board of Directors and may (but need not) include officers
or directors of the Company. Vacancies on the Committee from any cause may be
filled by the Board of Directors. The Committee may act by a majority of their
number and shall keep a written record of all decisions of the Committee. The
Committee shall have full power and authority to administer this Plan and to
decide all questions regarding its construction and interpretation. The
Committee may also pass upon and decide cases presenting unusual circumstances
and in so doing shall act in a non-discriminatory manner consistent with and to
further the purposes of the Plan. All decisions of the Committee shall be final
and binding upon all parties. No member of the Committee shall be liable for any
act or omission in connection with the execution of his duties or the exercise
of his discretion hereunder, except when due to his own gross negligence or
willful misconduct. The Company shall and hereby does indemnify each member by
reason of his membership on the Committee to the same extent and on the same
terms as the Company, under its charter and bylaws, indemnifies directors and
officers of the Company by reason of their being such directors and officers.
Section 16. Governing Law.
The place of administration of the Plan shall be conclusively deemed to
be within the Commonwealth of Virginia and the validity, construction,
interpretation and administration of the Plan and determinations and decisions
made thereunder, and the rights of any and all persons having or claiming to
have any interest therein or thereunder, shall be governed by, and determined
exclusively and solely in accordance with, the laws of the Commonwealth of
Virginia. Without limiting the generality of the foregoing, the period within
which any action arising under or in connection with the Plan, or any
contribution made or purportedly made under or in connection therewith, must be
commenced shall be governed by the laws of the Commonwealth of Virginia,
irrespective of the place where the act or omission complained of took place and
of the residence of any party to such action and irrespective of the place where
the action may be brought.
Section 17. Company's Rights Not Affected.
Neither the adoption of the Plan nor its operation shall in any way
affect the right and power of the Company to terminate the employment of any
Participant at any time for any reason with or without cause.
Section 18. Conditions to Rights Under the Plan.
No Participant or person claiming under or through any Participant
shall have any right or interest, whether vested or otherwise, in the Plan or
its continuance or in or to the Company's contributions under the Plan, whether
such contributions be vested, contingent or otherwise, unless and until all the
terms, conditions and provisions of the Plan that affect such contributions
shall have been fully complied with as specifically provided in the Plan. No
cash or other property shall be segregated or earmarked for any individual
employee. The obligation of the Company to issue, or transfer and deliver Stock
under the Plan shall be subject to all applicable laws, regulations, rules and
orders as in effect from time to time.
Section 19. Amendment and Discontinuance.
The Board of Directors from time to time may modify, amend or terminate
the Plan, provided, however, that no termination, modification or amendment of
the Plan shall affect a Participant's rights under an outstanding election to
purchase shares under the Plan.
[LETTERHEAD OF HUNTON & WILLIAMS]
Riverfront Plaza, East Tower
951 East Byrd Street
Richmond, VA 23219-4074
Telephone (804) 788-8200
Facsimile (804) 788-8218
November 24, 1998
Pulaski Furniture Corporation
One Pulaski Square
Pulaski, Virginia 24301
Pulaski Furniture Corporation
1996 Salaried Employees' Stock Purchase Plan (the "Plan")
Ladies and Gentlemen:
This firm has acted as counsel to Pulaski Furniture Corporation (the
"Company") in connection with the Registration Statement on Form S-8 (the
"Registration Statement") being filed under the Securities Act of 1933, as
amended ("the Act") on or about the date of this letter to register 100,000
shares of common stock, $1.00 par value per share (including associated rights)
(the "Shares") of the Company, which from time to time may be offered and sold
by the Company in connection with the Plan.
We are familiar with the Registration Statement and the Exhibits
thereto. We have examined, originals or copies, certified or otherwise
identified to our satisfaction, of such corporate documents and records of the
Company and certificates of public officials as we have deemed necessary to
enable us to express this opinion. We have also relied on certificates of
officers of the Company as to certain factual matters. In rendering this
opinion, we have assumed (i) the genuineness of all signatures, (ii) the
authenticity of all documents submitted to us as originals, and (iii) the
conformity to authentic original documents of all documents submitted to us as
certified, conformed, or photostatic copies.
Based upon and subject to the foregoing, we are of the opinion that:
1. The Company is a corporation duly incorporated, validly existing and in
good standing under the laws of the Commonwealth of Virginia.
2. The Shares have been duly authorized and, when offered and sold as
described in the Registration Statement, will be legally issued, fully paid
and non-assessable.
<PAGE>
November 24, 1998
Page 2
We hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement.
Very truly yours,
/s/ Hunton & Williams
Exhibit 23.2
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the 1996 Salaried Employees' Stock Purchase Plan of
Pulaski Furniture Corporation of our report dated November 26, 1997, with
respect to the consolidated financial statements and schedules included in the
Annual Report on Form 10-K of Pulaski Furniture Corporation for the year ended
November 2, 1997, filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Winston-Salem, North Carolina
November 24, 1998
